Aviv REIT, Inc. Watch

from 425 98 pages Omega Healthcare Investors, Inc., as Issuer, the Subsidiary Guarantors Named Herein, as Subsidiary Guarantors, and U.S. Bank National Association, as Trustee Indenture Dated as of March 18, 2015 4.500% Senior Notes Due 2027

from S-11/A 16 pages The Investors and the Partnership Entered Into a Registration Rights Agreement Dated as of May 26, 2006 (The “Original Agreement”). the Company, the Partnership and the Investors Deem It to Be in Their Respective Best Interests to Amend and Restate in Its Entirety the Original Agreement to Reflect the Recapitalization of the Partnership to Become an Indirect Subsidiary of the Company and to Set Forth Their Rights in Connection With Public Offerings and Sales of Common Stock, Par Value $0.01 Per Share, or Other Securities of the Company. Now, Therefore, in Consideration of the Premises and Mutual Covenants and Obligations Hereinafter Set Forth, the Company, the Partnership and the Investors Hereby Agree as Follows: Section 1. Definitions. as Used in This Agreement, the Following Terms Shall Have the Following Meanings: “Affiliate” Means, With Respect to Any Person, Any Other Person That, Directly or Indirectly, Through One or More Intermediaries, Controls, or Is Controlled By, or Is Under Common Control With, Such Person. “Co-Investor Shares” Means Any Securities Held by Jer Aviv Acquisition, LLC, Craig Bernfield or Any Permitted Successor To, or Permitted Assignee or Permitted Transferee of Either of Them. “Commission” Means the Securities and Exchange Commission or Any Other Agency at the Time Administering the Securities Act. “Common Stock” Means the Common Stock, Par Value $0.01 Per Share, of the Company or Such Other Securities of the Company Into Which Such Common Stock May, at Any Time, Be Converted or Exchanged

from S-11/A 16 pages The Investors and the Partnership Entered Into a Registration Rights Agreement Dated as of May 26, 2006 (The “Original Agreement”). the Company, the Partnership and the Investors Deem It to Be in Their Respective Best Interests to Amend and Restate in Its Entirety the Original Agreement to Reflect the Recapitalization of the Partnership to Become an Indirect Subsidiary of the Company and to Set Forth Their Rights in Connection With Public Offerings and Sales of Common Stock, Par Value $0.01 Per Share, or Other Securities of the Company. Now, Therefore, in Consideration of the Premises and Mutual Covenants and Obligations Hereinafter Set Forth, the Company, the Partnership and the Investors Hereby Agree as Follows: Section 1. Definitions. as Used in This Agreement, the Following Terms Shall Have the Following Meanings: “Affiliate” Means, With Respect to Any Person, Any Other Person That, Directly or Indirectly, Through One or More Intermediaries, Controls, or Is Controlled By, or Is Under Common Control With, Such Person

from S-11/A 16 pages The Investors and the Partnership Entered Into a Registration Rights Agreement Dated as of May 26, 2006 (The “Original Agreement”). the Company, the Partnership and the Investors Deem It to Be in Their Respective Best Interests to Amend and Restate in Its Entirety the Original Agreement to Reflect the Recapitalization of the Partnership to Become an Indirect Subsidiary of the Company and to Set Forth Their Rights in Connection With Public Offerings and Sales of Common Stock, Par Value $0.01 Per Share, or Other Securities of the Company. Now, Therefore, in Consideration of the Premises and Mutual Covenants and Obligations Hereinafter Set Forth, the Company, the Partnership and the Investors Hereby Agree as Follows: Section 1. Definitions. as Used in This Agreement, the Following Terms Shall Have the Following Meanings: “Affiliate” Means, With Respect to Any Person, Any Other Person That, Directly or Indirectly, Through One or More Intermediaries, Controls, or Is Controlled By, or Is Under Common Control With, Such Person. “Co-Investor Shares” Means Any Securities Held by Jer Aviv Acquisition, LLC, Craig Bernfield or Any Permitted Successor To, or Permitted Assignee or Permitted Transferee of Either of Them. “Commission” Means the Securities and Exchange Commission or Any Other Agency at the Time Administering the Securities Act. “Common Stock” Means the Common Stock, Par Value $0.01 Per Share, of the Company or Such Other Securities of the Company Into Which Such Common Stock May, at Any Time, Be Converted or Exchanged

from S-11/A 16 pages The Investors and the Partnership Entered Into a Registration Rights Agreement Dated as of May 26, 2006 (The “Original Agreement”). the Company, the Partnership and the Investors Deem It to Be in Their Respective Best Interests to Amend and Restate in Its Entirety the Original Agreement to Reflect the Recapitalization of the Partnership to Become an Indirect Subsidiary of the Company and to Set Forth Their Rights in Connection With Public Offerings and Sales of Common Stock, Par Value $0.01 Per Share, or Other Securities of the Company. Now, Therefore, in Consideration of the Premises and Mutual Covenants and Obligations Hereinafter Set Forth, the Company, the Partnership and the Investors Hereby Agree as Follows: Section 1. Definitions. as Used in This Agreement, the Following Terms Shall Have the Following Meanings: “Affiliate” Means, With Respect to Any Person, Any Other Person That, Directly or Indirectly, Through One or More Intermediaries, Controls, or Is Controlled By, or Is Under Common Control With, Such Person

from S-11/A 17 pages The Investors and the Partnership Entered Into a Registration Rights Agreement Dated as of May 26, 2006 (The “Original Agreement”). the Company, the Partnership and the Investors Deem It to Be in Their Respective Best Interests to Amend and Restate in Its Entirety the Original Agreement to Reflect the Recapitalization of the Partnership to Become an Indirect Subsidiary of the Company and to Set Forth Their Rights in Connection With Public Offerings and Sales of Common Stock, Par Value $0.01 Per Share, or Other Securities of the Company. Now, Therefore, in Consideration of the Premises and Mutual Covenants and Obligations Hereinafter Set Forth, the Company, the Partnership and the Investors Hereby Agree as Follows: Section 1. Definitions. as Used in This Agreement, the Following Terms Shall Have the Following Meanings: “Affiliate” Means, With Respect to Any Person, Any Other Person That, Directly or Indirectly, Through One or More Intermediaries, Controls, or Is Controlled By, or Is Under Common Control With, Such Person. “Commission” Means the Securities and Exchange Commission or Any Other Agency at the Time Administering the Securities Act. “Common Stock” Means the Common Stock, Par Value $0.01 Per Share, of the Company or Such Other Securities of the Company Into Which Such Common Stock May, at Any Time, Be Converted or Exchanged